Duties and responsibilities of boards and board directors

Your responsibilities as a director on a board.

Your board’s responsibilities

Board directors and a chair make up your board.

The core role of the board is governance of the organisation.

The chair must give board directors the relevant policies for the organisation.

The board’s responsibilities are to:

  • establish a governance framework, including a compliance framework to ensure the organisation meets its obligations
  • set the strategic direction to help the organisation achieve its purpose
  • oversee financial performance of the organisation
  • oversee a risk management strategy and risk management performance
  • play an active role in building a culture of integrity by modelling the behaviours based on the public sector values and standards
  • oversee the performance and remuneration of the organisation head
  • operate within its statutory powers and policies
  • oversee the occupational health and safety of the organisation
  • manage stakeholders.

Your organisation may have a unique or tailored governance arrangement under legislation. It is important that you are aware of any specific governance responsibilities and requirements for your organisation.

Performance management and dispute resolution

In most cases, the board has a responsibility to:

  • manage the performance of directors
  • resolve disputes between directors
  • assess its own performance.

In some organisations with a Commissioner, these responsibilities differ.

Policies, procedures and documentation

Boards have a responsibility to keep certain procedures and documentation in order.

For example, boards need to:

  • follow their organisation’s rules on holding meetings and making decisions
  • keep records of meetings
  • follow the code of conduct for directors
  • have a strong gifts policy for directors
  • keep good financial records
  • put controls in place to prevent fraud
  • set up processes to deal with conflicts of interest in directors
  • keep good financial records for at least 3 years for auditing
  • have a strong risk management system that relevant ministers and department heads know about
  • inform the relevant minister and department head of any known major risks to the operation of the organisation.

Your legislated duties as a board director

As a board director, you must act:

  • honestly and in good faith
  • in the best interests of your organisation
  • with integrity
  • in a financially responsible manner
  • with a reasonable degree of care, diligence and skill
  • according to the Act or document that founded your organisation.

As a board director, you must not:

  • disclose any information you have due to your position, unless you can under the relevant Act
  • use your position to gain an advantage for yourself or others
  • use your position to cause harm to your organisation

You may have additional legislated duties under the establishing legislation for your organisation.

If you breach your legislated duties

You must perform your duties as a board director, as per the:

If you fail to perform these duties, you can be removed or suspended from the board.